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that it has not executed any prior assignment or pledge of any such Agreements and that except as set forth herein,all
<br /> of said Agreements are in full force and effect, the Agreements have not been amended or modified in any manner
<br /> and there are no defaults now existing under any of the Agreements by any party obligated thereunder. Developer
<br /> hereby covenants and warrants to Lender that it shall comply with all of its obligations and duties under the
<br /> Agreements, that it will deliver to Lender copies of all notices given to or received by Developer with respect to the
<br /> Agreements,and further that it will not,without the prior written consent of Lender:
<br /> (a) enter into or consent to any amendment, supplement or modification of, or waiver with
<br /> respect to,any of the provisions of any of the Agreements;
<br /> (b) terminate,cancel or suspend,or consent or agree to take any action causing the termination,
<br /> cancellation or suspension of,any of the Agreements;
<br /> (c) further assign or create any other encumbrance or hypothecation of Developer's interest in
<br /> any of the Agreements; nor
<br /> (d) act or omit to act in any manner which would destroy or impair the benefit of this
<br /> Assignment to Lender.
<br /> Section 3. Indemnity. Neither this Assignment nor any action or actions on the part of Lender shall constitute
<br /> an assumption by Lender of any of the obligations of Developer under the Agreements,and Developer shall continue
<br /> to be liable for all obligations thereunder. Developer hereby agrees to protect,defend, indemnify and hold harmless
<br /> Lender from and against any and all loss, cost, liability or expense, including but not limited to attorneys' fees and
<br /> expenses, resulting from any failure of Developer to perform or observe, at the time and in the manner therein
<br /> provided, each of the covenants, agreements and obligations of Developer contained in the Agreements. Upon the
<br /> occurrence of a default under the Agreements or an Event of Default(as defined in the Loan Documents),Lender shall
<br /> have the right in its sole discretion to immediately take in its name or in the name of Developer or otherwise, such
<br /> actions as Lender may at any time or from time to time reasonably determine to be necessary to perform under some
<br /> or all of the Agreements,receive benefits under some or all of the Agreements and/or cure any default of Developer
<br /> under the Agreements,but under no circumstances shall Lender be obligated to take such actions. Lender shall incur
<br /> no liability on account of any action taken in good faith by it or on its behalf or otherwise hereunder,whether or not
<br /> the same shall prove to be improper,inadequate or invalid in whole or in part;and Developer agrees to protect,defend,
<br /> indemnify and hold harmless Lender from and against any and all loss, cost, liability or expense, including but not
<br /> limited to attorneys' fees and expenses, in connection with any such action or actions.
<br /> Section 4. Injunctive Relief. In addition to,but not in lieu of,any other rights hereunder,Lender shall have
<br /> the right to institute suit and obtain a protective or mandatory injunction against Developer to prevent a breach or
<br /> default under any of the Agreements,or to enforce the observance of the agreements,covenants,terms and conditions
<br /> contained herein,as well as the right to damages occasioned by any breach or default by Developer.
<br /> Section 5. Appointment of Receiver. Developer hereby covenants and agrees that Lender shall be entitled
<br /> to all of the rights, remedies and benefits available by statute, at law, in equity or as a matter of practice for the
<br /> enforcement and perfection of the intents and purposes hereof. Lender shall,as a matter of absolute right,be entitled,
<br /> upon application to a court of applicable jurisdiction,to the appointment of a receiver to obtain and secure the rights
<br /> of Lender hereunder and the benefits intended to be provided to Lender hereunder.
<br /> Section 6. Power of Attorney. Developer does hereby irrevocably constitute and appoint Lender its true and
<br /> lawful attorney with full power of substitution, for it and in its name, place and stead, to,upon the occurrence of an
<br /> Event of Default(as defined in the Loan Documents),execute,deliver and file such agreements,documents,notices,
<br /> statements and records and to do or undertake such other acts as Lender, in its sole discretion, deems necessary or
<br /> advisable to effect the terms and conditions of this Assignment,the other Loan Documents and to otherwise preserve,
<br /> protect and perfect Lender's interest in the Agreements. The foregoing appointment is and the same shall be coupled
<br /> with an interest in favor of Lender.
<br /> Section 7. Successors and Assigns. This Assignment and the agreements and undertaking of Developer
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<br /> WBD(US)50085467
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